Verition Fund Management LLC and managing member Nicholas Maounis filed a Schedule 13G/A reporting beneficial ownership of 1,101,052 Class A Ordinary Shares of Gesher Acquisition Corp. II, representing approximately 7.2% of the Class A shares outstanding as of June 30, 2025. The reported position is composed of 695,847 Class A shares held by Verition Multi-Strategy Master Fund Ltd., 45,023 Class A shares underlying Units, and 360,182 Class A shares issuable upon conversion of Class B shares exercisable within 60 days.
The filing (CUSIP G3852D107) discloses shared voting and dispositive power over all reported shares, notes that warrants underlying the Units are excluded because they are not exercisable within 60 days, and includes a certification that the securities were acquired in the ordinary course and not to influence control.
Positive
None.
Negative
None.
Insights
TL;DR: Verition reports a passive but material 7.2% stake (1.1M shares), including convertible Class B exposure.
The Schedule 13G/A shows an aggregate beneficial ownership of 1,101,052 Class A shares, about 7.2% of outstanding Class A (based on 14,940,625 shares plus conversion treatment reported). The position includes 360,182 shares issuable on conversion of Class B shares within 60 days, which clarifies near-term share count. All voting and dispositive power is reported as shared, with zero sole power reported, and the Reporting Persons certify the holdings are held in the ordinary course and not for control. For investors, this is material ownership disclosure but presented as passive.
TL;DR: Shared voting power and the ordinary-course certification indicate a non-control, passive stake despite material size.
The filing explicitly reports 0 shares with sole voting or dispositive power and 1,101,052 shares with shared power, signaling limited unilateral influence. The exclusion of warrants from the beneficial ownership calculation is documented because those warrants are not exercisable within 60 days. The signatures attest the holdings were not acquired to change control, reinforcing a passive classification under Schedule 13G rules. Governance impact therefore appears constrained despite the sizeable stake.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Gesher Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G3852D107
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G3852D107
1
Names of Reporting Persons
Verition Fund Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,101,052.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,101,052.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,101,052.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
G3852D107
1
Names of Reporting Persons
Maounis Nicholas Matthew
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,101,052.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,101,052.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,101,052.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Gesher Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
3141 Walnut Street, Suite 203b, Denver, Colorado, 80205
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of the following persons: Verition Fund Management LLC and Nicholas Maounis (collectively, the "Reporting Persons"). This Statement relates to Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") underlying units ("Units") and obtainable upon conversion of Class B ordinary shares ("Class B Ordinary Shares"), each held for the account of Verition Multi-Strategy Master Fund Ltd. Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. Mr. Nicholas Maounis is the managing member of Verition Fund Management LLC. In such capacities, each of the Reporting Persons may be deemed to have voting and dispositive power over the securities held for Verition Multi-Strategy Master Fund Ltd.
(b)
Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is One American Lane, Greenwich, CT 06831.
(c)
Citizenship:
Verition Fund Management LLC is a Delaware limited liability company. Nicholas Maounis is a citizen of the United States.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G3852D107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2025, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own equals 1,101,052 Class A Ordinary Shares, consisting of (i) 695,847 Class A Ordinary Shares held by Verition Multi-Strategy Master Fund Ltd., (ii) 45,023 Class A Ordinary Shares underlying Units held by Verition Multi-Strategy Master Fund Ltd., and (iii) 360,182 Class A Ordinary Shares that the Reporting Persons have the right to acquire beneficial ownership of within 60 days upon conversion of 360,182 Class B Ordinary Shares held by Verition Multi-Strategy Master Fund Ltd.
The amount beneficially owned by each Reporting Person excludes Class A Ordinary Shares that may be acquired upon the exercise of warrants underlying the Units held by Verition Multi-Strategy Master Fund Ltd., which warrants do not become exercisable until 30 days after the consummation of the Issuer's initial business combination, because the Reporting Persons do not have the right to acquire beneficial ownership of such Class A Ordinary Shares within 60 days.
(b)
Percent of class:
As of June 30, 2025, the number of Class A Ordinary Shares the Reporting Persons may be deemed to beneficially own constitutes approximately 7.2% of the Class A Ordinary Shares outstanding. This percentage is based on (i) 14,940,625 Class A Ordinary Shares outstanding as of May 14, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025, and (ii) 360,182 Class A Ordinary Shares issuable upon conversion of the 360,182 Class B Ordinary Shares held by Verition Multi-Strategy Master Fund Ltd., which shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,101,052
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,101,052
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Verition Multi-Strategy Master Fund Ltd. is known to have the right to receive dividends from, and proceeds from the sale of, the Class A Ordinary Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
